‘& MACHTINGER LLP. 1900 Avenue ofthe Sars, 21st Floor Los Angeles. California 90067-4590 GREENBERG GLUSKER FIELDS CLAMAN CONFORMED COPY ORIGINAL FILED PIERCE H. O’DONNELL (SBN 081298) Superior Court of Calfonia PODonnell@GreenbergGlusker.com Gounty of Los Anaeles: LORI L. WERDERITCH (SBN 247345) JUL 02 2018 LWerderitch@GreenbergGlusker.com Greenberg Glusker Fields Claman & Machtinger LLP 1900 Avenue of the Stars, 2st Floor Sherri R. Cat Executive Otficer/Clerk of Court Los Angeles, California 90067-4590 By: Judi Lara, Deputy Telephone: 310.553.3610 Fax: 310.553.0687 Attorneys for Plaintiffs Marvin Peart and Marro Media Company Ltd. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES MARVIN PEART, an individual; MARRO | CaseNo, BOT 125 04 MEDIA COMPANY LTD., a New Jersey corporation, COMPLAINT FOR: Plaintiffs, (1) BREACH OF WRITTEN CONTRACT; v. Q) BREACH OF ORAL LANTERN ENTERTAINMENT, LLC, @ CONTRACT; ‘Texas limited liability company, LANTERN CAPITAL PARTNERS, LP,a |G) BREACH OF THE IMPLIED Texas limited partnership; LANTERN COVENANT OF GOOD FAITH ASSET MANAGEMENT, LP, a Texas AND FAIR DEALING; lispited partnership; DOES 1-10, inclusive, (4 INTENTIONAL Defendants MISREPRESENTATION; (6) NEGLIGENT MISREPRESENTATION; (6) FRAUDULENT INDUCEMENT; M FALSE PROMISE (8) CONVERSION O) UNJUST ENRICHMENT; and (10) DECLARATORY RELIEF DEMAND FOR JURY TRIAL 5789.00003/3026428.11 COMPLAINTz = = 4 3 8 a 2 g j 3 3 g & Zz 3 ‘& MACHTINGER LLP. 1 INTRODUCTION 1. Plaintiff Marvin Peart is a successful 48-year-old motion picture and television producer and financier who has held significant senior management positions at Sony Music Entertainment and Flavor Unit Entertainment, Over the past decade, Plaintiff has also worked closely with The Weinstein Company (“TWC”) in financing slates of motion pictures and television programming in excess of $45 million, Such projects included “Escape from Planet Earth” and its planned sequel (currently in development), the theatrical production of “Finding Neverland,” over 100 television hours of “Mob Wives” and “The War With Grandpa” (not yet released). Peatt is an African-American who aspires to join the ranks of the most respected and influential “power brokers” in Hollywood, 2, Plaintiff's opportunity to gain the prize came with the forced sale of bankrupt TWC earlier this year. The person who orchestrated the purchase of this troubled entertainment asset—in the topsy-turvy environment of the Harvey Weinstein scandal, intense media scrutiny, and jockeying for position by multiple prospective purchasers—would catapult to the upper echelon of respected deal-makers. The recognition for brokering this high profile transaction would be as valuable as any compensation. 3. Plaintiff succeeded handsomely in accomplishing this Herculean task. Peart matched entertainment industry newcomer Lantern Capital Partners LP (“Lantern”) with TWC by leveraging his credibility and relationships with senior TWC executives, negotiating terms, and keeping the process on track, Thanks to Plaintiff's extraordinary efforts, Lantern was able to purchase TWC through its affiliate Lantern Entertainment LLC (“LE”) for total consideration of $350 million ($270 million cash plus $80 million of assumed debt), entitling Peart to at least $10.5 million pursuant to his agreement with Lantern, 4, To Plaintiff's amazement, Lantern reneged. Not only has it repudiated its contractual obligation to compensate Peart for his exceptional services and give him a seat on the reconstituted TWC board of directors, Lantern is attempting to write him completely out of the story of how a Hollywood outsider landed the biggest entertainment deal of the year. Omitting s4789.0000373026408.11 1 ‘COMPLAINTStars, 21 Floor ‘& MACHTINGER LLP 1900 Avenue oft Los Angeles, California 90067-4590 GREENBERG GLUSKER FIELDS CLAMAN any reference to Plaintiff's indispensable role in arranging its landmark acquisition, Lantern’s public announcements are a triuimph of historic revisionism. 5. What happened to Plaintiff is not just a matter of damages for breach of contract It is far more insidious. Peart is the latest striving African-American who has been cheated out of his hard-won right to occupy the winner’s circle because of his race. Lantern’s callous marginalization of Plaintiff is otherwise inexplicable. 6. If slavery is the original sin of American history, its vestige is institutional racism in virtually every sector of our daily lives. Nowhere is this more glaring than the entertainment industry, Whether itis the ranks of actors, writers, directors, producers, or “green light” decision- makers, Aftican-Americans are grossly underrepresented on the screen, behind the camera, in Oscar and Emmy nominations and awards, and in the board rooms of movie studios and broadcast television and cable networks. 7. This cancer on our nation’s commitment to equality cannot be extirpated without increasing the number of African-Americans who occupy positions of power at the highest levels of Hollywood. The path to the pinnacle has been blocked for a variety of reasons, not the least of which is lack of experience in (and recognition for) consequential transactions. Plaintiffs the latest victim of institutional racism—ironically, perpetrated by a Hollywood nobody—and the Catch-22 that by being cheated out of his eredit for the TWC/Lantern deal, Peart will continue to be excluded from “the Club.” 8. This lawsuit will shine an antiseptic light on Lantern and what happened to Marvin Peart at the hands of unscrupulous moneyed interests who cast him aside when they no longer needed him. The case has ramifications beyond these parties. Besides recovering millions of dollars of compensatory and punitive damages for Lantern’s cynical mistreatment of Plaintiff, Mr. Peart’s victory will hopefully signal that African-Americans will no longer tolerate being treated as second-class citizens in Hollywood. 789-0000373026408.11 2 COMPLAINT1 I THE PARTIES 2 9. Atall relevant times, Mr. Peart is and was an individual residing in New Jersey 3. | and doing business in California. 4 10, tall relevant times, Marro Media Company Ltd, (“Marto”) was a New Jersey 5 | corporation doing business in California, 6 11. Atall relevant times, LE is and was a Texas limited liability company conducting 7 | continuous and systematic business in California with TWC and Plaintiffs, 8 12. Atall relevant times, Lanter is and was a Texas limited partnership conducting 9 | continuous and systematic business in California with TWC and Plaintiffs. 10 13. Atall relevant times, Lantern Asset Management, LP (“LAM”) is and was a Texas 11 | limited partnership conducting continuous and systematic business in California with TWC and 12 | Plaintiffs 13 14, Plaintiffs are informed and believe and on that basis allege that at all relevant 14 | times, the Defendants have been and now are the alter-cgos of one another and have utilized their 3Zo 15 | separateness to perpetuate fraud as well as to accomplish other wrongful and inequitable purposes Zea ze % 16 | such that the Court must disregard the separate entity Defendants and treat their acts as if they ee Be 17 | were performed and implemented by one another. 18 15, Defendants Does 1 through 10 are persons, corporations, or other entities that have GREENBERG GLU: 19 | had dealings with Defendants and which have acted or otherwise taken actions that are material to 20 | the issues central to this lawsuit. Each of Does 1 through 10, on information and belief, was 21 | and/or is the managerial agent, employee, attorney, predecessor, successor, joint venturer, co- 22 | conspirator, alter ego, parent, subsidiary, related entity, affiliate, and/or representative of one or 23 | more of the other defendants named or identified herein and acted with the permission, 24 | authorization and/or ratification and consent of such other defendants. Plaintiffs are informed and 25 | believe, and thereon allege, that each fictitiously named defendant was in some way responsible 26 | for, participated in, or contributed to the matters about which Plaintifi’s complain and has legal 27 | responsibility for those matters. The true identities of defendants Does | through 10 and/or the 28 | specific facts giving rise to a cause of action against them are currently unknown to Plaintiffs, and 4789-00003/9026428.11 3 ‘COMPLAINT,1 | Plaintifts will therefore amend this complaint to assert the proper names of each such 2 | defendant(s) when his, her or its identity is discovered. 3 16, All of the defendants sued herein, including all fictitiously named defendants, are 4 | atall times collectively referred to hereinafter as “Defendants” and any allegation against one is, 5 | also an allegation against each of the others. At all times mentioned herein, these defendants, and 6 | each of them, with the agents, servants, and/or employees of each of the remaining defendants 7 | that were acting within the course and scope of such agene and appointment, is responsible in 8 | some manner for the events described below, and is liable to Plaintiffs for the damages and for 9. | the relief sought by Plaintiffs, The exact terms and conditions of the employment, agency, and 10 | other pertinent relationships involving these defendants are unknown to Plaintiffs at this time, but 2 2 11 || when that information is ascertained, Plaintiffs will seek leave of court to insert the appropriate A ss & 32 12 | allegations. ayae eee a2 B14 II. JURISDICTION AND VENUE Ze25 Bese 1s 17. TWC is a Delaware limited liability company with offices in Beverly Hills, ze 16 | California, The events leading up to the sale of TWC, including substantial performance of the 17 | parties’ agreement and its breach, as well as Defendants’ fraud, all occurred in California. 18 18. General and/or specific jurisdiction lies in California because of the affiliation 19 | between this forum and TWC, the parties hereto, the substantial performance of the Plaintiffs, and 20 | performance of Defendants prior to their breach, which took place in whole or in part in 21 California, as well as the conduct that led to this dispute, which also took place in whole or in part 22 | in California. 23 19. Venue in this action lies in Los Angeles County because the actions and events 24 from which Plaintiffs” claims arise occurred, in whole or in part, in Los Angeles County and in 25 | the City of Beverly Hills. 26 27 28 '54789-90003/5026428,11 4 COMPLAINTFloor 57-4590 a & MACHTIN 1900 Avenue ofthe Stars, 21st Los Angeles. Cali z | = A o a a 2 & 2 & 8 5 z = & IV, FACTUAL BACKGROUND AL Plai to TWC 20. Mr. Peart has extensive experience in the entertainment industry. On his own or through Marro or other vehicles, Mr. Peart has financed a number of feature films, television programming, and theatrical productions, He is the first African-American to produce a major animated feature (“Escape from Planet Earth”) or produce an all-white live action family comedy (The War With Grandpa”), Mr, Peart also produced the film “Life on the Line,” the “Spy Kids” animated television series for TWC and Netflix, the hit theatrical production “Finding Neverland,” and he ran the production company that produced the films “Bringing Down the also the co-founder of Marro. House” and “Taxi.” He i 21. — Over the years, Mr. Peart formed strong and close relationships with executives at TWC. Mr, Peart financed in excess of $45 million for TWC-related projects over a period spanning more than a decade, including “Escape from Planet Earth” and its planned sequel, the theater production of “Finding Neverland,” over 100 television hours of “Mob Wives" (a program he also co-created and brought to TWC), and “The War With Grandpa,” a film yet to be released. 22, In the course of these years and projects, Mr. Peart — due to his reliability, work ethic, and integrity ~ formed strong professional relationships with TWC’s highest level executives, including David Glasser (at that time Chief Operating Officer), Bob Weinstein (at that time Co-Chair and member of the Board of Directors), Tarak Ben Ammar and Lance Maorov (members of the Board of Directors) and David Hutkin (Chief Financial Officer), Mr. Peart’s proven track record of materializing financing without the need to form outside partnerships made him a trusted and an invaluable face of comfort to TWC and its team. B. Defendants’ Misrepresentations and Entry Into the Contract 23. In October 2017, The New York Times published a widely-circulated exposé regarding sexual harassment allegations against TWC co-founder Harvey Weinstein, Shortly thereafter and as a direct resull of the fallout from that publication, several members of TWC's Board of Directors resigned, and TWC began covertly exploring the possibility of selling off its valuable assets. 58789-00003/3026428,1 5 COMPLAINTStars, 21st Floor INGER LLP. ‘& MACHT 1900 Avenue GREENBERG GLUSKER FIELDS CLAMAN Los Angeles, Califor 24. Meanwhile, during the same period of October 2017, Mr. Peart was having discussions with interested potential buyers who hoped to leverage Mr. Peart’s contacts at TWC. Mr. Peart and Marro’s occasional business partner, Ivan Bajic, suggested that Mr. Peart reach out to Dallas-based Lantem and LAM (collectively, “Lantern Entities”) to gauge their interest in purchasing TWC's distressed assets. Neither of the Lantern Entities had any entertainment industry presence whatsoever at that time. Indeed, the Lantern Entities’ website lists ten areas of expertise, from real estate to pharmaceuticals, but nowhere does it mention entertainment. Moreover, on information and belief, there are no minorities or women in the ranks of Lantern’s, senior management, Any hope of breaking spectacularly into the industry via a buyout of TWC would absolutely require vouching and insider arm-twisting from a trusted, established, and savvy player like Mr. Peart 25. Mr. Peart and Marro then connected with the Lantern Entities. Afterward, based on his belief that they were the right buyers for the transaction notwithstanding their zero entertainment experience, Mr. Peart began initiating calls between TWC executives he knew and the Lantern Entities for the purposes of exploring the possibility of a TWC asset sale to Defendants. Specifically, Mr. Peart arranged calls between TWC Chief Operating Officer David Glasser and Milos Brajovic, among others. 26. In furtherance of the parties’ discussions facilitated by Mr. Peart, Mr. Peart also sent Lantern partner and managing director Milos Brajovie (and Mr. Brajovic executed) a non- disclosure agreement (“NDA”) to protect the proprietary and confidential information of TWC. Mr. Peart also executed such an NDA in his capacity as advisor on the potential deal. Defendants also looked to Mr. Peart for assistance in gaining access to TWC’s data room for purposes of vetting its assets for purchase. 27. Mr, Peart, TWC executives, and Defendants attended an in-person meeting in or around late October 2017. After this meeting, on November 1, 2017, Plaintiffs are informed and believe and on that basis allege that Mr. Brajovic of Lantern sent a follow-up email to Mr. Glasser, copying Andy Mitchell—the founder and CEO of LAM, in which Mr. Brajociv stated Defendants’ intention to pursue “with speed” the deal initiated by Mr. Peart. 59789.00003/3026408,L1 6 COMPLAINTLLP 21st Floor GREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGE} 28. The same day, November 1, 2017, Mr. Brajovie also sent an email to Mr. Bajic offering a two percent (2%) “introduction fee” to Mr. Peart and Mr. Bajic as compensation for introducing Defendants to TWC. Understanding the fee to be based upon the overall eventual asset purchase price, Mr. Bajic accepted on behalf of Plaintiffs. In that same email communication, Mr. Brajovic promised that Mr. Peart would be offered a seat on the board of directors of the new entity created after any asset acquisition, Mr. Bajic later assigned his interest in his portion of the introduction fee to Mr. Peart. A true and correct copy of the email exchange is attached as Exhibit A. 29. Separately, Mr. Brajovic orally represented to Mr. Peart and several witnesses that Mr. Peart’s advice, guidance, and involvement in shepherding the Lantern Entities to the table truly entitled him to a three percent (3%) fee of an eventual asset purchase price. Without Mr. Peart, the Lantern Entities ~ neophytes in the entertainment industry — would never have even gotten a meeting. Mr. Peart recognized the immeasurable future value of being closely involved in the transaction until the actual closing. Mr. Peart told Mr. Brajovic that only if he could continue to be involved every step of the way — participate in every phone call and attend every meeting — and receive the public recognition of being the African-American architect of this, groundbreaking deal, he would accept two percent (2%) instead of three percent (39). Mr. Brajovie agreed. Moreover, Mr. Brajovic and Mr. Mitchell regularly spoke of the board seat that Mr, Peart would receive in any newly-formed Lantern entity which would purchase the TWC assets. Even if only two seats were made available, they stated, Mr. Peart would receive one seat and Mr, Mitchell and Mr. Brajovie would have to decide which of the two of them would take the other. Further, Defendants agreed that Mr. Peart’s compensation would be inclusive of a 10% interest in Lantern’s share of eventual proceeds in selling the TWC assets after acquiring them. Cc Plaintiff Facilitates Lantern’s Purchase of TWC 30. On November 2, 2017, Mr. Mitchell reached out to Mr. Peart regarding being introduced to legendary investor Ronald “Ron” Burkle and his investment firm The Yucaipa Companies in hopes that he would assist the deal to move toward closure. Indeed, throughout November 2017, Defendants’ employees continually reached out to Mr. Peart to obtain s7.000032026828 11 7 COMPLAINTPi & 1900 Avene ofthe Stars. 2 GREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP Los Angeles, C: introductions to Mr. Peart’s entertainment and investment contacts and to gain access to restricted TWC financials necessary to perform due diligence for an asset purchase. Mr. Peart accommodated those requests 31. In late November 2017, Mr. Peart further took advantage of his TWC connections to ensure a seat at the bargaining table for Defendants. Lantern had begun to have difficulties in gamering serious attention from the investment bank who sought to handle the transaction. In fact, but for Mr. Peart’s constant vouching for the Lantern Entities to people such as Ira Tochner, Maria Contreras-Sweet, Mr. Burkle, Mr. Glasser, Mr. Hutkin and others, the Lantern Entities would never have made it even this far in the process. After all, they were complete outsiders to the entertainment industry, had no visibility as a major investor, and needed the credibility of someone like Mr. Peart to assuage the skepticism of Hollywood insiders about Lantern. It cannot be emphasized enough that TWC, Mr. Burkle, and others all initially declined meetings with Lantern, Mr. Peart was the sole reason Lantern gained access to the bargaining table at all. 32. Mr. Peart also organized dinners between TWC executives and Defendants, and he provided Defendants with counsel, advice, and guidance in their effort to pursue an eventual asset purchase, including advising them on how and how much to bid for TWC’s assets. Plaintiff was responsible for TWC’s comfort in continuing to meet and speak with the Lantern Entities. In total, Mr, Peart put in at least 250 hours of analysis, meetings, calls, and dinners getting this deal pushed toward closing. 33. In January 2018, Defendants requested that Mr. Peart create a curriculum vitae for Defendants to present to their investment committee in connection with their pitch of the contemplated TWC asset purchase de: |. Realizing that Lantern had no entertainment business experience or credibility, Andy Mitchell and Milos Brajovie needed to demonstrate the value Mr. Peart provided to the transaction because, as Nicolas Darsa, principal of LAM put it, Mr. Peart was not “just another pretty face.” In other words, Lantern’s senior executives used Mr. Peart to persuade their Board of Directors to approve moving forward with the proposed acquisition. 34. Eventually, Mr. Burkle and his firm pulled out of the acquisition deal, and TWC then filed for bankruptcy protection under Chapter 11 of the Bankruptey Code in March 2018 '54789-0000373026428.11 8 ‘COMPLAINTGREENBERG GLUSKER FIELDS CLAMAN 90067-4590, ‘Stars, 21st Floor ‘& MACHTINGER LLP [United States Bankruptey Court for the District of Delaware Case No. 18-10601-MFW], Given Mr. Peart’s dogged commitment and extensive lobbying campaign to get the Lantern Entities to the table (and keeping them there) through the exploitation of his own personal contacts and good will, the Lantern Entities stayed in the running and eventually became the “stalking horse” bid in the TWC bankruptcy matter. Without Mr. Peart, none of this would have ever been possible for Defendants, D. The Only African-American at the Table is Frozen Out of the Very Deal That He Orchestrated 35, As outlined above, from October 2017 through January 2018, Plaintiff, as the point person who facilitated the strategic introduction of TWC to Defendants, was copied on emails, included in meetings, and flew between Los Angeles and New York to do what he could to assure that the Lantern acquisition of TWC materialized. This included over 250 hours and weeks spent in Los Angeles and Beverly Hills, at Mr. Peart’s own expense, meeting with TWC’s and Lanter Entities" senior staff and executives at the Peninsula Hotel, the Montage Hotel, the Polo Lounge at the Beverly Hills Hotel, and TWC’s Beverly Hills offices. He was always the sole African- ‘American in the room. Friends and industry insiders in Los Angeles began to notice Mr. Peart as a main participant — and the deal originator — in an impending deal with the all-white TWC Board of Directors. 36. In February 2018, however, Defendants began to sideline Mr. Peart, cutting off his access to meetings and correspondence. Defendants ostensibly instructed their attomeys to keep Mr. Peart in the loop with regard to the TWC deal, but no such communications actually materialized, In fact, at one breakfast meeting in particular, Mr. Brajovic directed Mr. Peart, the only African-American in the room, to get up and leave. It was as if Plaintiff was an interloper, a stranger to the transaction that he instigated. There could be no more vivid illustration of Hollywood's persistent racism, At other meetings, Mr. Peart was similarly sidelined by being asked to wait outside 37. In March 2018, after hearing nothing but silence for several weeks, Mr, Peart began emailing Defendants to confirm his introduction fee and follow up on the deal’s progress, s4799-0000373026428.11 9 ‘COMPLAINT2 = A o 2 a388 Bees S225 geze zed ages gee? gale Ba¢ g 83 2 a 3 2 & No responses came, Defendants had successfully frozen Mr. Peart out of the process and stopped returning his communications altogether. The person who had brought Lantern to the party had been totally marginalized. 38, Mr, Peart later read that Defendants had put forth the “stalking horse bid” in the TWC bankruptcy matter ~ a bid that was ultimately accepted and recently approved by the United States District Judge. Representative samples of such reports are attached hereto as Exhibits B, C, D and B. According to the press, the deal is scheduled to close imminently for an aggregate purchase price of $270 million plus approximately $80 million in acquired debt, a total of $350 million (“Aggregate Sale Value”). [Docket No. 846 and 846-1.] Even if the deal never closed Plaintiffs are still entitled to at least the fee they were promised for introducing Defendants to TWC, Indeed, no other bidders even came to the finish line. The winner is the purchaser recruited, and vouched for, by Mr. Peart, Defendants knew nothing about the entertainment business and still don’t ~ demonstrated by the fact that since the Lantern purchase was announced they have lost 50% of the staff, various brands and valuable programming and films. If Mr. Peart remained involved, as he should have, he likely could have salvaged many of these lost opportunities. 39. Mr. Peart never received his agreed upon remuneration of three percent (3%) of the total Aggregate Sale Value ($10.5 million), his board seat, or any public recognition for his instrumental role in facilitating one of the biggest entertainment transactions in recent history —@ recognition of immeasurable future value to Plaintiff, In fact, his Hollywood contacts who often saw him enter into meetings in Beverly Hills and Los Angeles with the Lantern Entities and TWC, frequently call Plaintiff to inquire why his name is never featured in any of the media coverage of the sale. The answer is both simple and tragic: a black man in a white man’s Hollywood is unwelcome, expendable, and ostracized. E. Plaintiffs’ Damages Extend Far Beyond The Lost Compensation 40. Far beyond the value of the compensation promised by Lantern is the immeasurable benefit that Mr. Peart would have realized from the publicity of orchestrating this, ‘mega-deal and publicly recognized seat serving on the newly-organized Board of Directors. Over s9780-90003/9026408,11 10 COMPLAINTDS CLAMAN GREENBERG GLUSKER Fi 20 21 22 23 24 25 27 28 the next 25 years of Plaintiff’s career, the favorable media attention and public recognition from both of these achievements would easily translate into $4 million per year of compensation — or $100 million dollats over the course of Plaintif?’s entire career. This substantial value easily dwarfs the $10.5 million owed to Plaintiff as compensation for his critical role in initiating the deal and shepherding it to closure. 41. Defendants are fully aware of their culpability in perpetrating the racially motivated freezing out of Mr. Peart from the deal, the public credit, and the boardroom. In an effort to keep him silent, Defendants offered Mr. Peart a paltry $1,000,000 as consolation for the more than $110 million that he lost as a result of their unconscionable conduct. FB Defendants’ Cynical Exploitation and Racial Animus Merit Public Condemnation, the Wrath of the Community, and the Maximum Amount of Punitive Damages Allowed by Law 42. Given the indisputable facts that Plaintiffs and Defendants enteted into a binding agreement, Plaintiffs fully performed, and Defendants reneged for no expressed reason, the only fair conclusion is that Defendants" actions were motivated by racial animus toward an African- American. Why else would these Texans want to cheat Mr. Peart out of his money and hard- eared glory in a town where credits count toward membership in the coveted “Club” of a small number of executives who wield the actual power in the entertainment industry? 43. Surely, Defendants’ callous (and senseless) treatment of Mr. Peart had nothing to do with his vast experience in the entertainment industry or his brilliant conception and stewar ship of the deal for Defendants. Plaintiff has forgotten far more about how Hollywood really works than Defendants can ever learn, 44, Mr. Peart’s expulsion from the meeting with the all-white TWC directors ~ when he was the only person dismissed and the only African-American in attendance — is illustrative of Defendants’ bias against Mr. Peart on the basis of his race. 45, California law authorizes punishing defendants who intentionally make decisions on the basis of someone’s skin color and not the merits. Long ago, Congress, the California legislature, and the judiciary put bigots like Defendants on notice that their deliberate acts of 4749-00903/3026428.11 u ‘COMPLAINT5 fornia 90067-4590 ‘& MACHTINGER LLP. 1900 Avenue ofthe Stars, 2 ¢ GREENBERG GLUSKER FIELDS CLAMAN 16 7 18 19 20 21 22 24 25 26 28 racial discrimination would be subject to harsh sanctions beyond the financial injury suffered by their victims 46, With no minorities in senior management positions, Defendants are the archetypical “good old boys” whose conscious decision-making is injected with race bias. When they needed a high-profile African-American insider to get them to the table and give them legitimacy, Defendants promised Mr, Peart a generous package of compensation and public recognition to get him on board. Once Mr. Peart had secured Defendants the post position leading to their “stalking horse” triumph, he was totally dispensable — yesterday's hero — cast aside with Jess ceremony than making a dinner reservation at Spago. 47, Defendants’ premeditated, cavalier treatment of a well-respected Hollywood executive — whose only “offense” seems to have been his race ~ warrants the most severe rebuke known to law ~ massive punitive damages. A mere breach of contract is one thing, but the despicable treachery here — motivated by rank racial animus — can never be excused or minimized. These imposters must be taught a lesson by a Los Angeles jury who reflect the conscience of our racially-diverse community. In Defendants’ lily white world, money talks. A Los Angeles jury’s award of the maximum punitive damages allowable by law ~ hundreds of millions of dollars — will be a deafening roar. FIRST CAUSE OF ACTION BREACH OF WRITTEN CONTRACT (Against Lantern, LE, and LAM) 48. Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph 1 through 47 above as though fully set forth herein. 49. By means of email communications in or around November 2017, the parties entered into a binding written contract whereby Plaintiffs would be paid two percent (2%) of the Aggregate Sale Value of TWC’s assets in remuneration for their introducing the Lantern Entities to TWC. s4799-000034026426.11 2 ‘COMPLAINTFloor 167-4590 4g Los Angeles, Califor 1900 Avenue of GREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP 20 50. Plaintiff performed his obligations under the parties’ contract, making the initial introductions, setting up countless phone calls, arranging numerous meetings, and providing insight, guidance, and advice. Plaintiff further performed by expending his own funds on an intense and effective lobbying campaign in Defendants’ favor and by exploiting his contacts and good will on Defendants’ behalf. Without Plaintiff introducing Defendants to TWC and -vouching for them, Defendants would never have been the winning bidder for TWC’s assets. 51. By the acts and omissions described above, Defendants failed to perform their payment obli n under the parties’ contract and further repudiated theit commitment to reserve a TWC board seat for Mr. Peart, to publicize his critical role, and to allow him to participate meaningfully throughout the negotiating process. Plaintiffs have demanded payment, but have received no response. 52. Asadirect result of the foregoing, Plaintiffs have suffered damages in an amount to be proven at trial, but not less than two percent (2%) of the Aggregate Sale Value (or $350 million), and additional damages, aggregating to at least $110 million. SECOND CAUSE OF ACTION BREACH OF ORAL OR, ALTERNATIVELY, IMPLIED-IN-FACT CONTRACT (Against Lantern, LE, and LAM) 53. Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph 1 through S2 above as though fully set forth herein 54. By their intentional acts and conduct, the parties entered into an executed oral contract, or in the alternative an implied-in-fact contract, whereby Defendants would pay Plaintiffs three percent (3%) of the Aggregate Sale Value of TWC’s assets in remuneration for their introducing the Lantern Entities to TWC, reduced to two percent (2%) only if’ Mr. Peart's meaningful involvement in the transaction continued through closing. All other terms remained the same 55. Plaintiff performed their obligations under the parties’ contract, making the initial introductions, setting up countless phone calls, arranging numerous meetings, and providing, sareo-000037026828.1 8 - COMPLAINTZz z = 3 ss o> Be Aske goa age ZOE B27 #e25 Bese ogee geee gasz Bes g 2 & insight, guidance, and advice. Plaintiff further performed by expending his own funds on an intense and effective lobbying campaign in Defendants’ favor, by exploiting his contacts and good will on Defendants’ behalf, Without Plaintiff introducing Defendants to TWC and vouching for them, Defendants would never have been the winning bidder for its assets. 56. By the acts and omissions described above, Defendants failed to perform their payment obligation under the parties’ contract, progressively eliminated Mr. Peart’s involvement altogether far in advance of closing, refused to give him a TWC board seat, and have failed to include him in publicity about the transaction. Plaintiffs have made written demand that Defendants perform their obligations, but they have refused to do so. 57. Asa direct result of the foregoing, Plaintiffs have suffered damages in an amount to be proven at trial, but not less than three percent (3%) of the Aggregate Sale Value (or $350 million) million, and additional damages, aggregating to at least $110 million. THIRD CAU! OF ACTION BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING (Against Lantern, LE, and LAM) 58. Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph | through 57 above as though fully set forth herein, 59. By their intentional acts and conduct, the parties entered into an executed oral contract, or in the alternative an implied-in-fact contract, whereby Defendants would pay Plaintiffs three percent (3%) of the Aggregate Sale Value of TWC’s assets in remuneration for their introducing the Lantern Entities to TWC, reduced to two percent (2%) only if Mr. Peart’s ‘meaningful involvement in the transaction continued through closing. All other terms remained the same. 60. Plaintiff performed his obligations under the parties’ contract, making the initial introductions, setting up countless phone calls, arranging numerous meetings, and providing insight, guidance, and advice. Plaintiff further performed by expending his own funds on an intense and effective lobbying campaign in Defendants’ favor, by exploiting his contacts and $54789.00003/3026428.11 la COMPLAINTGREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP nia 90067-4590 good will on Defendants’ behalf. Without Plaintiff introducing Defendants to TWC and vouching for them, Defendants would never have been the winning bidder for its assets. 61. In systematically reducing Mr. Peart’s involvement, and eventually cutting him out altogether from the negotiations, meetings, and overall deal process, Defendants unfairly interfered with Mr. Peart’s right to receive the benefit of his bargain ~ namely, the agreed-upon compensation due to him, the publicity, and a board seat. 62. Defendants have accordingly breached the covenant of good faith and fair dealing, which is implied in every contract by law. Each party to an agreement has the duty to do whatever is reasonable to accomplish the purpose of the agreement, and the duty to refrain from knowingly doing anything to frustrate the accomplishment of that purpose or to engage in any conduct to deprive the other party of the benefits of the agreement 63. As a result of Defendants’ actions, Plaintiffs have suffered damages in an amount to be proven at trial but no less than $110 million. FOURTH CAUSE OF ACTION INTENTIONAL MISREPRESENTATION (Against All Defendants) 64, Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph | through 63 above as though fully set forth herein, 65. Defendants represented that Plaintiffs would receive credit for facilitating the introduction of Defendants to TWC, participating in the negotiations, and guiding the deal to a close. The credit would be in the form of flattering publicity for Mr. Peart’s crucial role in arguably the biggest entertainment deal of 2018, an invaluable recognition for an African- American in the predominantly white entertainment industry, a board seat for Mr. Peart in the newly-formed entity as well in Plaintiffs’ receipt of two percent (2%) or three percent (3%) of the Aggregate Sale Value of TWC’s assets. 66. Defendants’ representations were actually false as evidenced by their freezing Plaintiffs out of the process as the deal hurtled toward closure, utter silence about Plaintiffs’ '54789-000032026028.11 Is COMPLAINT1 | instrumental role, repudiation of the board seat, and failure to pay Plaintiff the full amount owed 2 || At the time Defendants made their representations, Plaintiffs are informed and believe that 3. | Defendants had knowledge of their falsity, or a reckless disregard for their truth or falsity, and 4 | could not or would not actually perform the representations. 5 67. Plaintiffs are informed and believe that Defendants made these false 6 || representations to induce Plaintiffs to assist them in gaining access to high-level executives at 7 | TWC, to vouch for these strangers to Hollywood, to exploit Plaintiffs’ contacts and goodwill in 8 | the entertainment industry, and to advise Defendants on how to structure their winning propos 9 | Inso doing, Plaintiffs did reasonably and detrimentally rely on Defendants’ representations, Had 10 | Plaintiffs been told the truth—that they would actually receive nothing—and had the false z z 11 | representations not been made, Plaintifi’s (a) would not have provided Defendants with an S & 12 | introduction to TWC, access to their contacts, their guidance, time, or labor and goodwill, and ze 28 13 | (&) would have instead spent their time and resources promoting their own future projects rather eo28 14 | than investing in Defendants’ success. 258 15 68. Asa direct and proximate result of Defendants’ conduct as alleged hereinabove, 3 ze 16 | Plaintiffs have suffered damages in an amount to be proven at trial, but no less than $110 million. B28 17 69. Defendants engaged in the foregoing willful misconduct fraudulently, z 18 | oppressively, and maliciously, with the intent to injure Plaintiffs, or with reckless disregard as to 19 || Plaintiffs’ well-being. Plaintiffs are entitled to punitive damages in an amount sufficient to 20 | punish Defendants and to deter them and others from such misconduct in the future. 21 2 FIFTH CAUSE OF ACTION 23 NEGLIGENT MISREPRESENTATION 24 (Against All Defendants) 25 70. Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set 26 | forth in Paragraph | through 69 above as though fully set forth herein. 27 71. Defendants represented that Plaintiffs would receive credit for facilitating the 28 | introduction, participating in the negotiations, and guiding the deal to a close. The credit would be 51789-00005/3026428.11 6 COMPLAINT3s go $3 § R 3 Floor in the form of publicity about Mr. Peart’s crucial role in arguably the most consequential and certainly challenging entertainment deal of 2018 (an invaluable recognition for an African- ‘American in the predominantly white entertainment industry), a board seat for Mr. Peart in the newly-formed entity as well as Plaintiffs" receipt of two percent (2%) or three percent (3%) of the Aggregate Sale Value of TWC’s assets. 72. Defendants’ representations were actually false as evidenced by their freezing Plaintiffs out of the process as the deal hurtled toward closure, repudiation of the board seat, and failure to pay Plaintiff the full amount owed. At the time Defendants made their representations, Plaintiffs are informed and believe that they should have known them to be false in the exercise of reasonable care. 73. Defendants misrepresented Plaintiffs’ future credit without any reasonable justification in order to induce PlaintifiS’ entry into an agreement with Defendants, and thereby to their benefit at the detriment of Plaintiffs. 74, At the time Defendants made such misrepresentations, Plaintiffs were unaware of the falsity and/or misleading nature of the representations and could riot have discovered such fal: 'y upon reasonable diligence because the deal had not yet closed. 75, Inreliance on Defendants’ misrepresentations, Plaintifi’s were induced to and did enter into an agreement to provide Defendants with an introduction to TWC, access to their contacts, and their guidance, time, labor and goodwill. If Plaintiffs had known the true facts that they would receive nothing, they would not have entered into such an agreement and would have instead expended their time and resources promoting their own future projects rather than investing in Defendants’ success. Plaintiffs justifiably relied on Defendants’ misrepresentations, especially as Defendants had superior knowledge of the existence of the true facts. 76. Asadirect and proximate result of Defendants’ negligence, Plaintiffs have suffered damages in an amount to be proven at trial but in no event less than $110 million. 54789.00003/3026428.11 a ‘COMPLAINTa aw SIXTH CAUSE OF ACTION FRAUDULENT INDUCEMENT (Against All Defendants) 77. _ Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph | through 76 above as though fully set forth herein. 78, Although Defendants represented that Plaintiffs would receive (among other things) credit for their critical role in the transaction, such representations were false and were made with knowledge that the representations were false or with reckless disregard for their truth or falsity, 79. Defendants made those promises and representations to Plaintiffs without an intention, at the time they were made, to perform them. 80, Defendants made these false representations with the intent to cause and did cause Plaintiffs to enter into an agreement to provide Defendants with an introduction to TWC, access to their contacts, and their guidance, time, labor and goodwill. Plaintiffs further forewent other opportunities in order to spend considerable time and resources investing in Defendants’ success 81. All of Defendants’ misrepresentations were material to Plaintiffs’ decision to enter into an agreement and perform its terms, Plaintiffs justifiably relied upon Defendants’ representations in doing so. Had the truth been told to Plaintiffs, and had the false promises not been made, they would not have entered into the agreement. 82. Asa direct and proximate result of Defendants’ negligence, Plaintifi’s have suffered damages in an amount to be proven at trial but in no event less than $110 million, 83. Defendants engaged in the foregoing misconduct willfully, fraudulently, oppressively, and maliciously, with the intent to injure Plaintiffs, or with reckless disregard as to Plaintiffs’ well-being. As a result, Plaintiffs are entitled to punitive damages in an amount sufficient to punish Defendants and to deter them and others from such misconduct in the future. 54789-0000373026408 11 18 ‘COMPLAINTthe Stars. 2 ‘& MACHTINGER LLP z é 8 GREENBERG GLUSKER FIELDS CLAMAN SEVENTH CAUSE OF ACTION FALSE PROMISE (Against All Defendants) 84, Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph 1 through 83 above as though fully set forth herein. 85, Defendants promised Plaintiffs that they would receive credit for facilitating the introduction to TWC, participating in the negotiations, and guiding the deal to a close. The credit would be in the form of publicity for Mr. Peart’s crucial role in arguably the highest-profile entertainment deal of 2018 (an invaluable recognition for an African-American in the predominantly white entertainment industry), a board seat for Mr. Peart in the newly-formed entity, as well Plaintiffs’ receipt of two percent (2%) or three percent (3%) of the Aggregate Sale Value of TWC’s assets 86. At the time Defendants made these promises to PlaintiffS, Plaintiff are informed and believe that Defendants had no intention to actually performing them. Rather, Plaintiffs are informed and believe that Defendants only intended for Plaintiffs to reasonably rely on such promises, which Plaintiffs did, in assisting Defendants to gain access to high level executives at TWC and exploit Plaintiffs’ contacts, goodwill and expertise in the entertainment industry. 87. Defendants never performed any of these promises notwithstanding the benefit they received from Plaintiffs’ role in the deal. 88. Asa direct and proximate result of Defendants’ false promises, Plaintiffs have suffered damages in an amount to be proven at trial but in no event less than $110 million. 89, Defendants engaged in the foregoing misconduct willfully, fraudulently, oppressively, and maliciously, with the intent to injure Plaintiffs, or with reckless disregard as to Plaintiffs’ well-being. As a result, Plaintiffs are entitled to punitive damages in an amount sufficient to punish Defendants and to deter them and others from such misconduct in the Future. '4789-00003/3026408,11 19 COMPLAINT38 228 ase Be a a & 6 EIGHTH CAUSE OF ACTION CONVERSION (Against Lantern, LE, and LAM) 90. Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph 1 through 89 above as though fully set forth herein. 91, The sale of TWC’s assets to LE has been approved in the bankruptey matter for the Aggregate Sale Value. 92. Defendants are withholding the three percent (3%) agreed-upon remuneration ($10.5 million) that rightfully belongs to Plaintiffs. Plaintiffs have demanded that Defendants pay them their wrongfully converted money. Defendants refused to pay the money. 93. In taking, wrongfully possessing, and converting the three percent (3%) fee owed to Plaintiffs for Defendants’ own use and benefit, Defendants have damaged Plaintiffs in an amount to be determined at trial but in no event less than $110 million, 94, In taking and wrongfully possessing the $10.5 million owed to Plaintiffs for Defendants’ own use and benefit, Defendants acted in a deliberate, willful, intentional, and oppressive manner. Such actions were and are despicable and were engaged in by Defendants with a conscious disregard of Plaintiffs’ rights. As a result, Plaintiff’ are entitled to punitive damages in an amount sufficient to punish Defendants and to deter them and others from such misconduct in the future. NINTH CAUSE OF ACTION UNJUST ENRICHMENT (Against All Defendants) 95. Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph 1 through 94 above as though fully set forth herein. 96. The parties entered into an agreement by which Plaintiffs were to receive substantial value from the agreed-upon compensation for orchestrating the deal between Lantern and TWC, getting a publicly recognized seat serving on the newly-formed entity's board of s4789-o00032026028 11 20 COMPLAINTFIELDS CLAMAN ITINGER LLP r 3: 3s “3 $ E 6 g § Zz a 3 2 & directors, and gamering favorable publicity for shepherding this mega-deal from initiation to closing. In ostracizing Mr. Peart from the deal process, Defendants have become unjustly enriched by receiving benefits that they would not have otherwise achieved, including, benefits that rightly belong to Plaintiff. 97, Defendants have been unjustly enriched at the expense of Plaintiffs as the result of their misconduct as set forth above, including but not limited to disgorgement of Defendants’ unjust enrichment, in an amount to be proven at trial ‘TENTH CAUSE OF ACTION DECLARATORY RELIEF (Against All Defendants) 98. Plaintiffs hereby repeat, re-allege and incorporate each and every allegation set forth in Paragraph 1 through 97 above as though fully set forth herein. 99. Subsequent to the parties” agreement that Plaintiff's were to receive a percentage of the Aggregate Sale Value, Lantern, through Mr. Brajovic and Mr. Darsa, offered Mr. Peart (and Mr. Peart accepted) 10% of Lantem’s later share of any proceeds that would be realized by the sale of TWC or any of TWC’s assets. 100, An actual and current controversy has arisen and now exists between Plaintiffs and Defendants concerning Mr. Peart’s right and entitlement to 10% of Defendants’ eventual profit in selling the TWC assets after acquisition. Plaintiffs contend, and seek a declaration of this Court that, Mr. Peart is entitled to a 10% interest in Defendants’ profits from any eventual sale of the TWC assets, Plaintiffs are informed and believe, and based thereon allege, that Defendants contend to the contrary, 101. Plaintiffs hereby request a declaration of the rights and obligations of the parties with regard to the matters in dispute. A judicial declaration is necessary and appropriate at this time so that the parties may act in conformance with respect to their rights and obligations with respect to the profits from any eventual sale of the TWC assets after Defendants’ acquisition of them, and to avoid # multiplicity of actions, s4789000030026028.11 21 ‘COMPLAINTLos Angeles, il GREENBERG GLUSKER FIELDS CLAMAN ‘& MACHTINGER LLP 1900 Avenue of WHEREFORE, Plaintiffs pray for judgment and relief in their favor and against Defendants as follows: 1. For compensatory damages, according to proof, but in no event less than $110,000,000; 2. For exemplary, punitive, and/or treble damages as authorized by law and in an amount sufficient to punish and make an example of Defendants; 3. For disgorgement of all revenue or other benefit resulting from Defendants violation of Plaintiffs’ rights, and to restore the same to Plaintiffs; 4. For ajudicial declaration of Plaintiffs’ entitlement to a 10% interest in any profits realized by Defendants from any eventual sale of the TWC assets by Defendants after Defendants’ acquisition of them; 5. For pre-judgment interest at the maximum allowable legal rate; 6. For Plaintiffs’ reasonable attorneys’ fees and costs according to statute; and 7 For such other and further relief in Plaintiffs’ favor as the Court may deem just and proper. DATED: July 2, 2018 GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP ici By: PIERCE H. O°DONNELL (SBN 081298) LORI L. WERDERITCH (SBN 247345), Attorneys for Plaintiffs Marvin Peart and Marro Media Company Ltd. s+789.000039026428.1 2 COMPLAINTGREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP 10 WL 12 13 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 DEMAND FOR JURY TRIAL Plaintiffs request a jury trial on all issues triable to a jury, DATED: July 2, 2018 GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP PIERCE H. O'DONNELL (SBN 081298) LORI L. WERDERITCH (SBN 247345) Attorneys for Plaintiffs Marvin Peart and Marro Media Company Ltd. ‘54789-00003/3026428 11 23 ‘COMPLAINTEXHIBIT AFrom: Ivan Bajic Date: Wednesday, November 1, 2017 at 12:34 PM To: Milos Brajovic Ce: Marvin Peart Subject: Re: TWC- success manadate agreement Milos, ‘As you righty sald "there is a value if we can team up with Yucaipa". Reality s that this a deal that every asset manager in the US wants to be In - so this is rather unique access we have here. 2% for an introdyctign to this deal is acceptable for Marvin and me. On future compensation/carried interest - in this deal the largest value creation will created at entry price. | believe that it ‘would be fair for two us to participate in this. Please you suggest what would be appropriate/market rate. if you feel that this ‘not appropriate or fair, | do believe Marvin at least should get a piece for potentially representing you on a Board. (On Marvin's further involvement with the Company- You met Marvin and learn about his industry track record and you saw ‘the quality of relationship with David. | strongly belleve that Lantern will beneft from Marvin having a seat on Board but also him involved with the Company creatively. On van’s further involvement with the Company Frankly that depends on your Fund, Yucaipa and management. You are ‘maybe not aware that I spend 4 years working closely with TWC but also getting to know an entire industry. | know that the current management creatively that are top In US, However, they like other competitors - they are clueless about capital allocation. | believe that financial Investors would benefit greatly from having someone focused on maximizing value of the Company, On other investors - We only met Andrey from Cresline because this meeting was pre-arranged 2 weeks before. We made clear to him during the meeting that if they were to make any Investment it needs fo go via your Fund. ! understand you close to them. Marvin listen to my suggestion not to speak with any other investors because we will have a good Partner In you. van ‘On Wed, Nov 1, 2017 at 4:49 PM, Milos Brajovic wrote:van, ‘The fee proposal is not market, We discussed something In this ball park that would have been Justified f you and Marvin were leading the management of TWC and thls would have been In line with a management incentive program. “The situation as it stands today Is nelther exclusive nor a cheap "no brainer". it is a managed process by an investment bank known to us where our former HL colleagues are all over the situation ‘The other point which is not great is that you did not work exclusively with us. You did discuss this duration with others. We got a call from the head of Crestline (Keith Williams) saying his team spoke with you. ‘There Is value if we can team up with Yucalpa. We recognize that this is provided by Marvin's relationship with David. Even with this scenarlo, there Is no certainty that we willbe successful and we need to take a risk on time and costs. {All of the above lead to the fact that a generous Introduction fee would be 2%. f we can team up with Yucaipa, there Is value added. On the future compensation from the deal... again we need to look at what is market. It will be based future value added. ‘My understanding is that you will not have a role. | expect that Marvin will get @ board seat. Res, MvB > On Oct 31, 2017, at 1:13 PM, Ivan Bac wrote: > > Milos, > As per out discussion please find proposal of success fee Agreements for sourcing TWC transaction. > The fee includes: > > 1. 4% finders fee (Marvin and’! share 2% each) > > 2.20% Carried interest (Marvin and | 10% each > Many thanks > van > > BIZ > NEWS MAY, 2018 445 Weinstein Co. Declares Lantern Capital Winner of Bankruptcy Sale 4) Gone Meddaus (CREDIT: JOHN CARUCCVAPIREX/SHUTTERSTOCK The Weinstein Co. declared Tuesday afternoon that Lantern Capital was the winning bidder in its bankruptcy sale, turning away a late bid from Broadway producer Howard Kagan. ‘The company announced that Kagan’s $315 million bid, which was submitted Tuesday morning, lacked a financing commitment and other qualifications. “Lantern’s bid clearly achieves the highest and best value for the estate and its creditors,” Ivona Smith, an independent member of the Weinstein board said in a statement. “We look forward to working with Lantern to close the transaction and consummate the going concern sale.” Mary Walrath, a Delaware bankruptcy judge, must still sign off on the sale. Lantern had offered $310 million plus the assumption of project-based liabilities totaling $115 million. The committee of unsecured creditors has already filed an objection to the form of the Lantern bid, saying it is not clear that the Weinstein Co. is achieving the maximum. return for creditors. The New York attorney general's office is also expected to weigh in.rZVeran “The plaintiffs have every reason to believe that Inclusion Media will be the highest and best bidder and will be the ultimate purchaser of the Weinstein Co. assets,” said Cris Armenta, an attorney for the plaintiffs, after the Weinstein Co, announcement. In its statement, the Weinstein Co, called the Kagan submission a “conditional indication of interest” that did not include a purchase agreement, a deposit, a financing commitment, or other key requirements. The document was also submitted after Monday afternoon's deadline. ‘The five plaintiffs have argued that the Lantern bid “contains no fund for assault survivors, no equitable considerations for company employees, and no assurance protections to ensure that women are not required to submit to the ‘casting couch’ in exchange for a career in Hollywood.” A hearing on the sale is set for 11:30 a.m. Eastern time on May 8 in Delaware bankruptcy court. Objections to the sale are due by 4 p.m. on May 7. An auction, which had been set for Friday, was canceled. Update: Andy Mitchell and Milos Brajovic, the co-founders of Lantern, issued a statement: “We are honored by the board's recognition and acceptance of Lantern’s planned acquisition. Lantern looks forward to continuing our work with the constituents involved in this court supervised transaction. Furthermore, we appreciate the significant support from employees, business partners, creative talent and numerous industry leaders as we set out to launch this new company. Lantern Entertainment remains committed to providing premier content with a diverse workforce in a safe environment founded on a culture of respect and creativity” The full statement from the company: The Weinstein Company is pleased to announce that Lantern Capital is the winning bidder in the sale for substantially all of the assets of the Company. No other bid offered as much value to the estate as the Lantern bid, which was also the Debtors’ stalking horse bid and was negotiated with input from the Office of the New York Attorney General. “Lantern’s bid clearly achieves the highest and best value for the estate and its creditors,” said Ms. Ivona Smith, a member of The Weinstein Company Board of Representatives. “We look forward to working with Lantern to close the transaction and consummate the going concern sale.” Earlier today, news outlets reported that the Company received a letter of interest from Inclusion Media, a potential bidder backed by Howard Kagan. That letter, submitted after the bid deadline, was a conditional indication of interest that contemplated substantially less value to the estate, and did not include a purchase agreement, a financing commitment, a deposit, or a number of other requirements for a qualified bid. While the inclusion letter did claim to offer certain attractive aspects for victims, the Debtors concluded after discussions with Mr. Kagan that the Inclusion letter was not a bona fide offer. Thus, in furtherance of its fiduciary duty, the Board selected the bid that offered, with certainty, the most overall value to the estate. Werner ae Want to read more articles like this one? Subscribe to Varioty Today.“Jurassic World: Fallen Kingdom’ Team on Expanding the BITE om Uhl ane Metra nee en) erty ona cnr ‘Sponsored by Adobe Comedy Editor Meas! = to-Tape Shows On "2 Dope Queens" and "Conan," says Wilbur, a pause or a breath can make an entire performance come to life. Read More